[LAW OFFICES THOMAS & LIBOWITZ, P.A. LETTERHEAD]
December 16, 1997
Sinclair Broadcast Group, Inc.
2000 West 41st Street
Baltimore, Maryland 21211
Re: Sinclair Broadcast Group Inc. Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We have acted as counsel to Sinclair Broadcast Group, Inc., a Maryland
corporation (the "Company"), in connection with a Registration Statement (as
amended, and including prospectus supplements filed pursuant to Rule 424 of the
Securities Act of 1933, the "Registration Statement") on Form S-3 filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended. The Registration Statement relates to the registration of
the issuance by the Company of, among other things, 8 3/4% Senior Subordinated
Notes due 2007 of the Company (the "Notes"). The Notes are to be sold pursuant
to an Underwriting Agreement (the "Underwriting Agreement") by and among the
Company, certain Guarantors named therein, Salomon Brothers Inc and Chase
Securities Inc. (the "Underwriters").
For the purposes of this opinion, we have examined copies of the following
documents:
1. The Registration Statement;
2. The Amended and Restated Articles of Incorporation of the Company;
3. The form of the Senior Subordinated Indenture (the "Indenture")
between the Company and the First Union National Bank, as Trustee (the
"Trustee");
4. The form of the First Supplemental Indenture (the "Supplemental
Sinclair Broadcast Group, Inc.
December 16, 1997
Page 2
Indenture") between the Company, the Guarantors named therein and the
Trustee;
5. The Bylaws of the Company;
6. The Underwriting Agreement; and
7. The Resolutions of the Board of Directors of the Company dated
November 14, 1997 and December 11, 1997, and the Resolutions of the
Pricing Committee of the Board of Directors dated December 11, 1997.
In our examination of the aforesaid documents, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
completeness and authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
telecopied, photostatic or reproduced copies.
We are members of the Bar of Maryland. This opinion is limited to the laws
of the United States of America and the State of Maryland; provided, however,
that "Applicable Law" includes only those laws that, in our experience, in
transactions of the type provided for in the Registration Statement, and with
respect to general business corporations engaged in regulated activities, are
normally applicable to such transactions. Insofar as this opinion relates to the
laws of any jurisdiction other than those jurisdictions subsumed within the
definition of the Applicable Laws, we have assumed with your consent, without
any independent investigation, that the law of each such other jurisdiction is
identical to the law of the State of Maryland. We express no opinion whatsoever
as to any other laws or regulations or as to laws relating to choice of law or
conflicts of law principles.
Based upon, subject to, and limited by the foregoing, we are of the opinion
that:
1. The Notes have been lawfully and duly authorized and such Notes, upon
execution and delivery of the Indenture and the Supplemental Indenture by the
Company and the Trustee and upon issuance, execution and delivery of the Notes
in accordance with the terms of the Indenture, the Supplemental Indenture and
the Underwriting Agreement, and assuming due authentication by the Trustee, will
be legal and binding obligations of the Company enforceable against the Company
in accordance with their terms except (a) as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights and remedies generally and (b) as such enforcement may be
limited by general principles of equity, regardless of whether enforcement is
sought in a proceeding at law or in equity.
We assume no obligation to advise you of any changes in the foregoing
subsequent
Sinclair Broadcast Group, Inc.
December 16, 1997
Page 3
to the delivery of this opinion. This opinion has been prepared solely for your
use in connection with the filing of the Current Report on Form 8-K on December
16, 1997 and incorporation by reference into the Registration Statement, and
should not be quoted in whole or in part or otherwise be referred to, nor
otherwise be filed with or furnished to any governmental agency or other person
or entity, without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Current Report on Form 8-K and incorporations by reference into the Registration
Statement and to the use of our name therein under the caption "Legal Matters."
Sincerely,
/s/ THOMAS & LIBOWITZ, P.A.
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THOMAS & LIBOWITZ, P.A.